SEC may change executive pay disclosure: sources

By IBT Staff Reporter On 06/30/09 AT 7:16 PM

U.S. securities regulators are considering changing how companies are required to disclose stock options awarded to executives, people familiar with the Securities and Exchange Commission's thinking told Reuters on Tuesday.

At an SEC meeting on Wednesday, the commissioners also will propose giving investors a greater voice in setting executive pay at companies that were given taxpayer funds under the U.S. government's Troubled Asset Relief Program.

Among the possible changes is a revision to how companies value equity awards in the summary compensation table for top executives that they file with the commission each year.

The SEC is considering requiring companies to include the estimated value for stock options granted during the year, the people said. The sources requested anonymity because the proposal is still being crafted and may change.

The table now includes the value of option grants that vested, or became eligible to be exercised, during the year. Many compensation experts consider this an imperfect way to value options, and believe options should be valued as of the date they are granted.

A change in how companies report the value of stock options could profoundly affect the reporting of executive pay.

Citigroup Inc , for example, reported $10.8 million of compensation for Chief Executive Vikram Pandit in 2008, according to a proxy filing. Had the bank valued Pandit's stock and option grants as of the date they were granted, his reported compensation would have been $38.2 million.

Pandit was awarded much of his 2008 compensation on January 22 of that year, when Citigroup shares closed at $24.42. The stock closed Tuesday at $2.97, and Pandit's awards are now either under water or show paper losses.

OBAMA PUSHES CHANGE

The Obama administration has sought to rein in excessive executive pay amid outrage from lawmakers and the public that some executives, including some at insurer American International Group Inc , were copping big pay packages even as the government propped up their companies.

The administration has urged Congress to give the SEC authority to require publicly traded companies to give shareholders a nonbinding vote on pay for top executives.

It also wants the SEC to have power to insure that corporate pay committees are sufficiently independent from management.

The SEC may propose requiring companies to disclose more information about compensation consultants who also perform other work for the company, the sources said.

Governance activists charge that consulting firms face conflicts of interest because of their dual role in advising companies on human resources as well as executive pay.